
Software End User License Agreement
(Personal, Non-Commercial, Experimental)

May 14, 2019 - The most recent edition of this license is 
available at https://www.chef.io/end-user-license-agreement/

This Software End User License Agreement (this “Agreement“), 
is a binding agreement between Chef Software Inc. (“Chef“) 
and You (as defined below).

IF YOU REPRESENT A CORPORATION, GOVERNMENTAL 
ORGANIZATION, OR OTHER LEGAL ENTITY, OR YOU
INTEND TO USE THE SOFTWARE FOR COMMERCIAL 
PURPOSES, YOU MUST CONTACT CHEF DIRECTLY TO 
OBTAIN A COMMERCIAL LICENSE FOR THIS 
SOFTWARE. PLEASE VISIT 
https://www.chef.io/eula-inquiry/ TO INQUIRE.

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE 
TERMS AND CONDITIONS SET FORTH IN THIS 
AGREEMENT AND ON THE CONDITION THAT YOU 
ACCEPT THEM. BY CLICKING THE “ACCEPT” BUTTON 
YOU (A) ACCEPT THIS AGREEMENT AND AGREE 
TO BE LEGALLY BOUND BY ITS TERMS; AND 
(B) REPRESENT AND WARRANT THAT YOU HAVE THE 
LEGAL CAPACITY TO ENTER INTO A BINDING 
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS 
OF THIS AGREEMENT, YOU MUST NOT INSTALL OR 
USE THE SOFTWARE.

Definitions. For purposes of this Agreement, the following 
terms have the following meanings:

“Intellectual Property Rights” means patent, copyright, 
trademark, trade secret, database protection, or other 
intellectual property rights laws, and all similar or 
equivalent rights or forms of protection.

“Business” means any Person other than a natural person.

“Commercial Purpose” means for the benefit of (i) any 
Business, or (ii) any undertaking intended, directly 
or indirectly, for profit.

“Experimental Use” means using the Software to learn, 
train, experiment with, or test viability of the 
Software. Experimental Use excludes pre-production and 
production environments as well as making the Software 
available to others, whether or not in exchange for any 
consideration.

“Person” means an individual, corporation, partnership, 
joint venture, limited liability company, governmental 
authority, non-profit organization, unincorporated 
organization, trust, association, or other entity.

“Software” means the software programs made available 
under this License.

“Term” has the meaning set forth in Section 6.

“Third Party” means any Person other than You or Chef.

“You” means the Person exercising permissions granted by 
this Agreement.

 1. License Grant and Scope. Chef hereby grants to You a 
    non-exclusive, non-transferable, limited license 
    during the Term to use the Software solely as set 
    forth in this Section 1 and subject to the terms of 
    Section 3. Chef hereby grants You the non-exclusive, 
    non-transferable, non-sublicensable, royalty free 
    right to:

   * Download, copy, and install the Software on computers 
     owned or leased, and controlled by, You. In addition 
     to the foregoing, You may make copies of the Software 
     for archival or backup purposes. All copies of the 
     Software made by You must include all trademark, 
     copyright, patent, and other Intellectual Property 
     Rights notices contained in the original.

   * Use and run the Software on such computers solely 
     for Your personal, non-Commercial Purposes or 
     Experimental Use.

 2. Third-Party Materials. The Software includes software, 
    content, data, or other materials, including related 
    documentation, that are owned by Persons other than 
    Chef and that are provided to You on license terms 
    that are in addition to and/or different from those 
    contained in this Agreement (“Third-Party Licenses“). 
    A list of all materials included in the Software and 
    provided under Third-Party Licenses can be found 
    at https://www.chef.io/3rd-party-licenses/. You must 
    comply with all Third-Party Licenses.

 3. Use Restrictions. You must not, directly or 
    indirectly: (a) modify, translate, adapt, or otherwise 
    create derivative works or improvements, whether or 
    not patentable, of the Software or any part thereof; 
    (b) reverse engineer, disassemble, decompile, decode, 
    or otherwise attempt to derive or gain access to the 
    source code of the Software or any part thereof; (c) 
    remove, delete, alter, or obscure any trademarks or 
    any copyright, trademark, patent, or other 
    intellectual property or proprietary rights notices 
    provided on or with the Software, including any copy 
    thereof; (d) rent, lease, lend, sell, sublicense, 
    assign, distribute, publish, transfer, or otherwise 
    make available the Software, or any features or 
    functionality of the Software, to any Third Party for 
    any reason; (e) use the Software in violation of any 
    law, regulation, or rule; or (f) use the Software for 
    purposes of competitive analysis of the Software, the 
    development of a competing software product or 
    service, or any other purpose that is to the Chef’s 
    commercial disadvantage.

 4. Collection and Use of Information. You hereby consent 
    to Chef receiving data and information directly from 
    the Software for the sole purpose of obtaining 
    information regarding Your use of the Software 
    (e.g., when You install an update or upgrade), as well 
    as any Software bugs, errors, and other similar 
    technical support issues. Chef will only use such data 
    and information (“Software Usage and Technical Support 
    Data”) for Chef’s own business purposes, including but 
    not limited to the purposes of (i) gathering 
    information about how You use the Software, which may 
    be combined with information about how others use the 
    Software, in order to help Chef better understand 
    trends and Your needs in order to better consider new 
    features, and (ii) improving the Software and Your use 
    experience. Chef will use Software Usage and Technical 
    Support Data solely in aggregate, anonymized form.

 5. Intellectual Property Rights. You acknowledge that the 
    Software is provided under license, and not sold, to 
    You. Chef reserves all right, title, and interest in 
    and to the Software and all Intellectual Property 
    Rights in or to Software, except as expressly granted 
    to You in this Agreement. Some portions of the 
    Software may be separately available as source code 
    from Chef under open source software licenses. Nothing 
    in this Agreement affects any rights you may have 
    separately under such licenses.

 6. Term and Termination. This Agreement and the license 
    granted hereunder shall remain in effect until 
    terminated as set forth herein (the “Term“).

   * You may terminate this Agreement by ceasing to use 
     and destroying all copies of the Software.

   * Chef may terminate this Agreement for convenience.

   * If You institute any litigation against Chef 
     (including a cross-claim or counterclaim in a 
     lawsuit) then the licenses granted to You under this 
     Agreement shall terminate automatically as of the 
     date such litigation is filed.

   * Upon termination of this Agreement, the license 
     granted hereunder shall also terminate, and You 
     shall cease using and destroy all copies of the 
     Software.

 7. Warranty Disclaimer. THE SOFTWARE IS 
    PROVIDED TO YOU “AS IS” AND WITH ALL 
    FAULTS AND DEFECTS WITHOUT WARRANTY OF 
    ANY KIND. TO THE MAXIMUM EXTENT 
    PERMITTED UNDER APPLICABLE LAW, CHEF, 
    ON ITS OWN BEHALF AND ON BEHALF OF ITS 
    AFFILIATES AND ITS AND THEIR RESPECTIVE 
    LICENSORS EXPRESSLY DISCLAIMS ALL 
    WARRANTIES, WHETHER EXPRESS, IMPLIED, 
    STATUTORY, OR OTHERWISE, WITH RESPECT 
    TO THE SOFTWARE, INCLUDING ALL IMPLIED 
    WARRANTIES OF MERCHANTABILITY, FITNESS 
    FOR A PARTICULAR PURPOSE, TITLE, AND 
    NON-INFRINGEMENT, AND WARRANTIES THAT 
    MAY ARISE OUT OF COURSE OF DEALING, 
    COURSE OF PERFORMANCE, USAGE, OR TRADE 
    PRACTICE. WITHOUT LIMITING THE 
    FOREGOING, CHEF PROVIDES NO WARRANTY OR 
    UNDERTAKING, AND MAKES NO REPRESENTATION 
    OF ANY KIND THAT THE SOFTWARE WILL MEET 
    YOUR REQUIREMENTS, ACHIEVE ANY INTENDED 
    RESULTS, BE COMPATIBLE, OR WORK WITH ANY 
    OTHER SOFTWARE, APPLICATIONS, SYSTEMS, 
    OR SERVICES, OPERATE WITHOUT 
    INTERRUPTION, MEET ANY PERFORMANCE OR 
    RELIABILITY STANDARDS OR BE ERROR FREE, 
    OR THAT ANY ERRORS OR DEFECTS CAN OR 
    WILL BE CORRECTED. YOU MAY HAVE 
    ADDITIONAL RIGHTS THAT VARY FROM STATE 
    TO STATE.

 8. Limitation of Liability. TO THE FULLEST 
    EXTENT PERMITTED UNDER APPLICABLE LAW: 
    IN NO EVENT WILL CHEF OR ITS AFFILIATES, 
    OR ANY OF ITS OR THEIR RESPECTIVE 
    LICENSORS OR SERVICE PROVIDERS, BE 
    LIABLE TO YOU FOR ANY CONSEQUENTIAL, 
    INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, 
    OR PUNITIVE DAMAGES, WHETHER ARISING OUT 
    OF OR IN CONNECTION WITH THIS AGREEMENT, 
    BREACH OF CONTRACT, TORT 
    (INCLUDING NEGLIGENCE), OR OTHERWISE, 
    REGARDLESS OF WHETHER SUCH DAMAGES WERE 
    FORESEEABLE AND WHETHER OR NOT CHEF WAS 
    ADVISED OF THE POSSIBILITY OF SUCH YOU MAY 
    HAVE ADDITIONAL RIGHTS THAT VARY FROM 
    STATE TO STATE.

 9. Export Regulation. The Software may be subject to US 
    export control laws, including the US Export 
    Administration Act and its associated regulations. 
    You shall not, directly or indirectly, export, 
    re-export, or release the Software to, or make the 
    Software accessible from, any jurisdiction or country 
    to which export, re-export, or release is prohibited 
    by law, rule, or regulation.

10. Miscellaneous. All matters arising out of or relating 
    to this Agreement shall be governed by and construed 
    in accordance with the internal laws of the State of 
    Washington without giving effect to any conflict of 
    law provision. Any legal action arising out of or 
    relating to this Agreement will the subject to the 
    exclusive jurisdiction of the state or federal courts 
    located in King County. This Agreement constitutes the 
    sole and entire agreement between You and Chef with 
    respect to the subject matter contained herein, and 
    supersedes all prior and contemporaneous 
    understandings, agreements, representations, and 
    warranties, both written and oral, with respect 
    to such subject matter. If any provision of this 
    Agreement is determined by a court of law to be 
    unenforceable, this Agreement and the license granted 
    herein will terminate automatically.
